Laura Meade

Thanks for your help.

A state organization is having its annual meeting. They have a committee of national representatives that give a report of the proposals that will come before the national delegation. The committee wants informal feedback from the state members on the national proposals. Should the state meeting recess to have a separate hearing on the proposals, or does the meeting chair just ask for informal feedback to the committee? No motions are pending and they don't want any motions to require or recommend the representatives vote a certain way. It truly is a hearing, however, they want to limit the length of the hearing/discussion to 20 minutes. What is the best procedure to accomplish this?

The discussion is the problem. The member wants to "go on record" as having said the proposed purchase was a bad idea because of XYZ. (This is an HOA board, not a governmental body.) He made a (main) motion to amend the previously adopted minutes to add that "Member B said the proposed purchase was a bad idea because of XYX." He does this at many meetings. At first the motions were defeated, but now they're not even seconded. They still have to go in the minutes, though, from what I understand, so he gets his way, even though no one wants it. I think the only solution is for the board to adopt a special rule prohibiting such motions from being in the minutes. Can the board adopt such a rule, or would the whole HOA membership have to adopt it?

Just making sure I understand, A main motion that was made but not seconded or stated does go in the minutes, regardless of its content. And a motion that was made and defeated goes in the minutes, regardless of its content, even if it was a motion to include debate. So the debate ends up in the minutes. A motion that was stated and later withdrawn does not go in the minutes.

Member moves to amend previously approved minutes to add his comments from that meeting. Since Amend Something Previously Adopted is a "bring back" main motion, would the motion (with its detailed comments) be recorded in the minutes of the current meeting, even if it is defeated? Would it be recorded even if the motion wasn't seconded or stated to the assembly? Can the minutes just say, "A motion to amend the minutes of the ___ meeting was defeated"? Or, "was not considered due to lack of a second"? Can the chair rule it out of order? RONR 48:4 (regarding the content of minutes) "6) all main motions (10) or motions to bring a main question again before the assembly (6:25–27; 34–37) that were made or taken up—except, normally, any that were withdrawn*—stating: a) the wording in which each motion was adopted or otherwise disposed of (with the facts as to whether the motion may have been debated or amended before disposition being mentioned only parenthetically);"

Thanks to all who helped me understand these questions.

To make sure I understand, if another motion (for example a motion from a committee or a general order) is pending (with any subsidiary motions), it is set aside temporarily -- interrupted, but not disposed of -- and the the special order is taken up immediately. The chair automatically comes back to the other business when the special order is disposed of. Do I have that part right? But if you are considering another special order when the second one comes up, you need to vote on the first one (or refer, postpone, or lay it on the table) before you take up the second one. The interrupted general order will be able to be taken up after the special order is disposed of, but the previous special order must be disposed of first. Am I understanding that correctly? I'm trying to figure out how the chair handles these. Thanks.

Can you confirm what happens when the time arrives for a special order? Do you announce the order as pending, or do you put all pending questions to a vote first? 41:53 and 41:65 seem to conflict. 41:53 says, "But when the designated hour arrives, the special order automatically interrupts any business that may be pending except: (a) a motion related to adjournment or recess; (b) a question of privilege; (c) a special order that was made before the special order set for the present hour was made; or (d) the special order for a meeting, as described below. The chair simply announces the special order at the proper time, as shown in 14:22." 41:65 says, "When the assigned time for taking up a topic in an agenda arrives, the chair announces that fact. Then he puts to a vote any pending questions without allowing further debate, unless someone immediately moves to lay the question on the table, postpone it, or refer it to a committee..."

Thanks for the great replies and insight into this.

The bylaws only require a majority vote with notice.

A proposed bylaw was noticed within the proper 3 week period. Now there is a member that wants to propose a substitute while the noticed amendment is pending (in the upcoming meeting). I had always understood that any primary or secondary amendments had to be within the scope of notice and couldn't increase or introduce new changes to the proposed amendment, BUT I see that RONR seems to say that scope of notice only applies if a majority of the entire membership is not present. If a majority of the entire membership IS present, does scope of notice still apply? Can the member propose a germane but quite different substitute while the noticed amendment is pending? "57:11 If the bylaws require previous notice for their amendment (as they should), or if they do not but notice has been given and a majority of the entire membership is not present, no amendment to a bylaw amendment is in order that increases the modification of the article or provision to be amended (see 35:2(6))." (Section 35:2(6) doesn't mention the lack of a majority of the entire membership.) "57:12 The same principle applies to an amendment in the nature of a substitute for sections or articles (short of a revision), as already indicated above; the proposed substitute is open to amendments that diminish the amount of change, but not to amendments that increase it or that introduce new changes."

Will do. Thank you all.

Thank you for your help. The bylaws definitely need some work.

1. The bylaws say the board of directors is comprised of 3 - 15 directors. The membership elects the directors, and the directors elect the officers (president, vice president, secretary treasurer). If the board elects an officer who is not a director, but is still a member of the organization, does that officer have the privileges of being a board member -- voting, making motions, debate, etc? Or is the officer (regardless of which one) treated as a nonmember of the board, limited to the precise duties listed elsewhere in the bylaws, but not including motions, debate, and voting? See below, Section 5.5, for the president's duties. Section 5.5. President. The president shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. The president shall preside at all meetings of the members and of the board of directors. The president may sign, with the secretary or any other proper officer of the corporation authorized by the board of directors, any deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution shall be expressly delegated by the board of directors or by these bylaws or by statute to some other officer or agent of the corporation; and in general the president shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors. 2. Here's the excerpt regarding the election and terms of officers. The wording makes it seem like the general membership elects the officers, but then it says at a board of directors meeting, so it would be the directors that elect. Am I interpreting this correctly, that the directors elect? Section 5.2. Election and Term of Office. The officers of the corporation shall be elected annually by the membership of the corporation at the regular annual meeting of the corporation board of directors. Members must be present to vote for the officers. The term of office shall be from January 1st until December 31st. If the election of officers shall not be held at such meeting, it shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the board of directors. Thanks for your help.

I read the Feb thread about "Tabling" and Postpone Indefinitely and just want to confirm what it "looks like" in a meeting. RONR says: "If it is desired to dispose of a question without a direct vote, the suitable method is to use the motion to Postpone Indefinitely. If it is desired to do this without further debate, the motion to Postpone Indefinitely can be followed immediately by a motion for the Previous Question." RONR (12th ed.) 17:18 (my underline) 1. Does this mean a member can do both motions in one step, saying, "I move to Postpone Indefinitely and I move the Previous Question"? 2. Or, does Postpone Indefinitely have to be stated by the chair and open for debate before the motion maker can be recognized again to move the Previous Question? So it might go like this: " Member A: I move to Postpone the main motion Indefinitely. Member B: Second. Chair: It is moved and seconded to Postpone the main motion Indefinitely. Is there any debate? Member A (who gets to speak first since she made the motion). Member A: I move the Previous Question. Member B: Second" 3. It was suggested that the motion to Suspend the Rules could also be used to kill the main motion with one step. Would that go like this: "Member A: I move to Suspend the Rules and Postpone the main motion Indefinitely without further debate." I appreciate your help with these scenarios. Thanks.